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Plot

The episode begins with Ben playing a video game at the newly launched Plumber Headquarters, but he loses and the video game is over due to Skurd distracting him. This is the final straw as Ben gets annoyed and says that he is going to get rid of Skurd for good who has no intention of leaving the Omnitrix, claiming that the Omnitrix's DNA collection to be "the nectar of the gods". Ben goes to Blukic and Driba to asks them for help to Skurd off him. They try many different ways in order to remove Skurd from the Omnitrix, but all of the attempts fail due to Skurd using the abilities of Diamondhead, Heatblast and Stinkfly. Ben gets even more annoyed and decides to go for the "big guns" and go to Galvan Prime so Azmuth can help his problem, which also prompts Blukic & Driba to want to tag along because they want to visit a certain someone. Meanwhile, on Galvan Prime, Albedo and Vilgax break into the Galvan Historical Museum and teleport away with Malware's remains, saying that their problems with Ben and Azmuth will be solved permanently.

Max takes them to Galvan Prime and on the way there Skurd feels bad for never saying goodbye to Rook who is visiting his sister. When they landed, they met Azmuth who revealed he never observed a Slimebiote due to them being extinct yet and will help Ben. Luhley also joined them and was unsatisfied with seeing Blukic and Driba still competing over her. In his lab, Azmuth says that he can get rid of Skurd without causing pain through using ionic particle surgery, but he asks Ben if he's sure about this and mentions that good relationships take time. Meanwhile, Blukic and Driba follow Luhley to the Museum where she checks if everything is alright. They continue to give complements which makes Luhley think about which Galvan she would choose. Suddenly, Luhly puts this thought on hold once she notices Malware's remains are missing and the three galvans immediately head towards Azmuth's lab. Meanwhile, Azmuth successfully removes Skurd and places him in a container for further examination. Luhley rushes into Azmuth's lab to warn the others of the disappearance of Malware's remains while Driba gives her a pot of her favorite flower and Blukic declares "it's on" which leads to the lot of them to figure out what Malware is planning, mistakenly believing Malware to be alive once again.

In Galvan Prime's orbit, Vilgax and Albedo are plotting the final steps of their plan on the Chimerian Hammer and send out the attack drones which easily bypass Azmuth's strengthened barrier, much to Azmuth's surprise. The Galvan Soldiers defend Galvan Prime and Ben transforms into Ghostfreak. Ghostfreak destroys some of the incoming attacking drones with his claws as he flies above the city and lands close to the ground next to Max where he transforms back into Ben. Max uses a blaster to shoot at the robot drones, but he and Ben are interrupted when Vilgax and Albedo teleport back into the planet and reveal themselves. Albedo transforms into his original Galvan form and then transforms into his ultimate form and wants to conquer the planet after he tells the others to witness his appearance as a hyper evolved Galvan while Vilgax reveals that Malware's remains have been remade into powered battle armor and fuses with it. Vilgax then commands Ben to give him the Omnitrix. Seeing the three as simultaneous threats, they settle on taking on all 3 groups of the attackers at once. Ben will fight the Malware Powered Vilgax, Azmuth will fight Ultimate Albedo, and Max with the help of the Galvan soldiers will fight the attack drones. Ben transforms into Diamondhead and engages in a fight with Vilgax, but he is defeated when Vilgax quickly overpowers Diamondhead and delivers a powerful punch to him that manages to knock him all of the way to Galvan B. After landing, Diamondhead transforms back into normal and Vilax arrives onto the planet. Ben then transforms into Atomix and continues to fight Vilgax.

Meanwhile, Max & Azmuth manage to discover that the drones are being controlled by Vilgax's ship nearby and agree to teleport Max to the ship to deactivate the drones so that he can help Ben directly while the rest can focus on Albedo. Azmuth compliments Max on his strategic mind and believes that he may have some Galvan in his brain, but Max says that its all Tennyson and he is teleported by Azmuth into the ship. Ultimate Albedo transforms into Spidermonkey and then transforms into Ultimate Spidermonkey to defeat three galvan soldiers and managed to climb up the tower. After Blukic recites some poetry for Luhley as they and Driba are putting a machine together, Negative Ultimate Spidermonkey crashes through the window and enters into Azmuth's lab. Negative Ultimate Spidermonkey then discovers Luhley, Blukic, and Driba and he transforms back into Albedo. Albedo then states that he would like to have his way with Azmuth's lab, but Blukic, Driba & Luhley refuse to allow him. Albedo then transforms into Rath and then transforms Ultimate Rath and starts to pursue them. Back on Galvan B, it seems like even Atomix is unable to defeat Vilgax and he gets punched into the Chimerian Hammer. After crashing into the inside of the Chimerian Hammer, Atomix transforms back into normal and Ben is surprised to see Grandpa Max on the ship trying to shut down the drones with need of more time and he tells Ben that he can't stop Vilgax alone. Vilgax soon arrives and boasts to Ben that none of his alien forms will be able to stop him as he knocks Max aside. Back on Galvan Prime, Azmuth arrives into his lab and tells Negative Ultimate Rath to stop bullying his companions, but Negative Ultimate Rath tells Azmuth that he is just in time to die and shoots a laser beam out of a blaster that he created at Azmuth which seemingly obliterated him. Luhley becomes extremely angry and attacks Negative Ultimate Rath who begins to chase her on the roof of the lab, while Blukic & Driba realize that Azmuth didn't die and use their hazard detectors which leads to them finding out that Azmuth teleported himself right at the exact moment he was vaporized and he can be brought back if they re-materialize him in 4 minutes, meaning Azmuth is counting on the two of them to rescue him. Meanwhile on Vilgax's ship, Max still tries to deactivate Vilgax's drones while Ben manages to distract Vilgax long enough and transforms into Whampire. Whampire tries to fight Vilgax, but he is still unable to defeat him. Back on Galvan Prime, Blukic and Driba successfully re-materialize Azmuth, who then uses a fail-safe device that he created to disable Albedo's Ultimatrix for good and Negative Ultimate Rath transforms back into Albedo. After Albedo complains about losing again and Azmuth's intelligence, Azmuth corrects Albedo's misconceptions of him and explains that he became "the First Thinker" because he planned for every contingency. Albedo then yells "No!" in despair.

Whampire proves no match for Vilgax and Max sends a communication signal to Azmuth so that Whampire can talk to Skurd. Whampire sends a holographic message to Skurd, asking him to lend him a hand in his fight and Skurd agrees to reunite with the Omnitrix. Since teleportation is out of the question due to Skurd being a one-cell organism would be destroyed by the reconstitution process, that and it makes him space-sick, Luhley decides to get him to Ben aboard her spaceship, using her piloting skills to withstand the drones' blasts long enough to get close to Vilgax's Ship before her own is blown up, continuing her path with Skurd in her space-suit. The two of them are able to get to Whampire's location just in time to save him from Vilgax's coup de grace, with Max successfully finishing shutting down the attack drones at that time. Skurd bonds with Ben's Omnitrix again, giving him the necessary power to turn the tables in his fight against Vilgax, Whampire uses Armodrillo's arm, Bloxx's arm cannons, and Feedback's plug-hands to absorb Vilgax's energy blasts. Skurd then suggests that they should throw Vilgax into his ship's warp core and Whampire manages to do so. After Whampire transforms back into Ben, a meltdown which will result in the ship's imminent destruction begins to occur, transforming in the process Malware's armor, as Luhley put it, into a "Deathtrap" around Vilgax. Ben transforms into Gravattack and gets his Grandpa Max and Luhley out of the ship while Skurd forms on Gravattack's head a chamber made of Diamondhead crystal for Max, who wasn't wearing a space suit.

In the end, Ben and Skurd rekindle their bond, as Azmuth compliments Driba and Blukic, also saying that the teleportation process healed him from a physical health problem. Luhley finally chooses Driba to go out with, much to Blukic's chagrin, until she introduces him to her cousin Duffy, with whom he is immediately smitten with. As for Albedo, he is condemned to clean Galvan Prime from the mess he caused for the next 30 Galvan solar cycles. Albedo is then sentenced to clean-up for the next 30 Galvan solar cycles, in which he demands sunblock as he was cleaning.

At the end of the episode, Vilgax is shown to be petrified due to being mortally injured from the warp core meltdown of his ship and Malware's remains begin to ooze out of Vilgax's petrified body.

By Ben

By Skurd

Quotes

Azmuth: Two enemies on two fronts. Three, counting those drones.Max: We'll need to occupy all three forces simultaneously.Azmuth: Exactly. I'll lead the attack against Albedo. You take the rest of our forces and destroy these drones.Ben: What about me?Azmuth: I thought that was obvious. Use the Omnitrix to kick Vilgax's butt!Ben: Now we're talking!

Diamondhead: By the way, nice outfit. I didn't know Malware was in season.Vilgax: So is your destruction!

Azmuth: Albedo, do you know why they started calling me "the First Thinker"? It wasn't because I achieved a perfect score on my GATs as a tadpole.Albedo: I knew that was apocryphal!Azmuth: Oh, I did. But I'm the First Thinker because I always plan for every contingency. After I designed the Omnitrix, the most powerful technology in five galaxies, my first thought was "Gee, I should probably invent a failsafe, in case some interstellar headcase ever gets a hold of one of these things." So I did.Albedo: NO!

Skurd: Are you thinking what I'm thinking?Whampire: Yes.Skurd: Goody. So we both agree to knock Vilgax into the warp core?Whampire: I was thinking we could really use a smoothie break, but yeah, let's go with your idea instead!

Luhley: So, is one of you going to ask me out, or should I just choose? (Blukic and Driba stare at her, unsure) Okay. I choose... Driba.Driba: Thank you, my sumptuous grail! (kisses Luhley's hand)Blukic: (sniffs) I'll never love again.Luhley: (waves over a Galvan nurse) Blukic, this is my cousin, Duffy.Duffy: You're cute.Blukic: I'm in love again!